CLII Climate Change Crisis Real Impact I Acquisition Corporation

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258052

PROSPECTUS SUPPLEMENT NO. 1

(TO PROSPECTUS DATED MARCH 31, 2022)

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Up to 11,544,024 Shares of Class A Common Stock

Up to 18,097,278 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

Up to 3,148,569 Private Placement Warrants

This Prospectus Supplement No. 1 supplements and amends the prospectus dated March 31, 2022 (the “Prospectus”) relating to the issuance by EVgo Inc. (formerly known as Climate Change Crisis Real Impact I Acquisition Corporation or “CRIS”) (the “Company” or “EVgo”) of up to an aggregate of up to 18,097,278 shares of its Class A common stock, $0.0001 par value per share (“Class A common stock”), which consists of (i) up to 3,148,569 shares of Class A common stock that are issuable upon the exercise of 3,148,569 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with CRIS’s initial public offering of units consummated on October 2, 2020 (the “IPO”), at an exercise price of $11.50 per share of Class A common stock and (ii) up to 14,948,709 shares of Class A common stock that are issuable upon the exercise of 14,948,709 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the IPO, at an exercise price of $11.50 per share of Class A common stock.

The Prospectus and this Prospectus Supplement No. 1 also relate to the resale from time to time by the selling stockholders named in the Prospectus of (A) up to 11,544,024 shares of Class A common stock, including (i) 5,750,000 shares of Class A common stock converted from Class B common stock of CRIS, (ii) 3,148,569 shares of Class A common stock that may be issued upon the exercise of the Private Placement Warrants, and (iii) 2,645,455 PIPE Shares (as defined in the Prospectus) and (B) up to 3,148,569 Private Placement Warrants.

On April 7, 2022, the Company filed with the U.S. Securities and Exchange Commission the attached Current Report on Form 8-K, which is incorporated in the Prospectus.

This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 1 supersedes the information contained in the Prospectus.

The Company’s Class A common stock is listed on The Nasdaq Global Select Market (the “Nasdaq”) under the symbol “EVGO.” On April 7, 2022, the closing price of EVgo’s Class A common stock was $12.79. The Company’s Public Warrants are listed on the Nasdaq under the symbol “EVGOW.” On April 7, 2022, the closing price of EVgo’s Public Warrants was $3.75.

Investing in the Company’s Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus and the documents included or incorporated by reference herein or therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered under the Prospectus and this Prospectus Supplement No. 1, nor have any of these organizations determined if this Prospectus Supplement No. 1 is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 1 is April 7, 2022.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K
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CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2022

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EVgo Inc.

(Exact name of registrant as specified in its charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Katherine Motlagh to the Board

On April 1, the board of directors (the “Board”) of EVgo Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, appointed Katherine Motlagh as a director on the Board, effective immediately. The Board also approved the immediate appointment of Ms. Motlagh as a member on the Nominating and Governance Committee, the Compensation Committee and the Audit Committee. Ms. Motlagh will also chair the Audit Committee.  

Since October 2020, Ms. Motlagh has served as Executive Vice President and Chief Financial Officer of CyrusOne LLC (“CyrusOne”), owner and operator of more than 50 carrier-neutral data centers in North America, Europe, and South America, providing colocation and connectivity services and enabling computing needs for the businesses.  In this role, Ms. Motlagh is a member of the executive management team and is responsible for CyrusOne’s accounting, finance, capital markets, tax, procurement, and investor relations.  Prior to CyrusOne, she served from May 2015 to October 2020 as a CFO of the Europe, Africa and Latin America regions at American Tower, a global infrastructure REIT which develops, owns, and operates multitenant communications real estate. In that role, Ms. Motlagh was responsible for providing strategic leadership and oversight of all financial activities and financial reporting, management of international tax policy, and planning and internal control compliance for international businesses in 18 countries and where she led a global finance organization of over 300 employees.  Ms. Motlagh’s earlier career included divisional CFO roles as well as a variety of finance and accounting leadership roles with progressively increasing responsibilities at Ericsson, Inc., Nokia, Inc., and Nextel Communications, Inc.  Ms. Motlagh has earned a masters’ degree from the Academy of Finance in Moscow and is a licensed Certified Public Accountant. Additionally, Ms. Motlaugh has previously served on the National and European Boards of the Institute of Management Accountants and is a Certified Management Accountant.  The Company believes Ms. Motlagh’s substantial financial expertise make her well suited to serve on the Board.

The Board has determined that Ms. Motlagh is “independent” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market, and that she qualifies as an Audit Committee Financial Expert.

Ms. Motlagh is eligible to participate in the Company’s Non-Employee Director Compensation Program, which provides for (i) an annual retainer of $50,000 for services as a director, (ii)  an annual retainer in relation to acting as the Chair of the Audit Committee of $30,000, (iii) an annual retainer for acting as a member of the Compensation Committee and the Nominating and Governance Committee of $7,500 for each committee, (iv) an initial grant of restricted stock units with a value of approximately $50,000 on the date of grant, which shall be subject to a three-year vesting schedule, with one-third vesting on each of anniversary of the grant date, and (v) an annual grant of restricted stock units with a value of approximately $160,000 on the date of grant, which shall vest in full on the first anniversary of the grant date.  

The selection of Ms. Motlagh as a director of the Company was not made pursuant to any arrangement or understanding with any other person. There are no family relationships between Ms. Motlagh and any director or executive officer of the Company and Ms. Motlagh does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Resignation of Elizabeth Comstock

On April 1, 2022, Elizabeth Comstock informed the Company of her decision not to stand for re-election to the Board at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) scheduled for May 18, 2022.  Ms. Comstock’s decision not to stand for re-election is not the result of any disagreement with the Company or any of its affiliates on any matter related to the Company’s operations, policies or practices.

Nomination of Badar Khan to the Board

On April 1, the Board, upon the recommendation of the Nominating and Governance Committee of the Board nominated Badar Khan to stand for election at the 2022 Annual Meeting as a Class I Director with a term expiring at the 2025 annual meeting of stockholders, in the place of Ms. Comstock.

Mr. Khan brings a wealth of experience to the Board.  He joined National Grid in April 2017 and currently serves as President at National Grid US since November 2019, where he leads the company’s core domestic business operations. In this role, Mr. Khan oversees the provision of electricity, natural gas and clean energy solutions to over 20 million people across Massachusetts, New York and Rhode Island. Mr. Khan has served on the board of directors of CRH plc since October 2021.  From April 2017 to November 2019, he was the President of National Grid Ventures, a global portfolio of large-scale competitive energy projects – including electricity interconnectors, onshore wind and solar generation, competitive electricity transmission, and LNG storage – and oversaw the creation of National Grid Partners, the company’s venture capital and innovation arm. Mr. Khan previously worked at Centrica plc for 14 years in the UK and US, including from 2013 to 2017 as Chief Executive Officer of Direct Energy, the North American subsidiary that provides electricity, natural gas and home services. Prior to that, he was an officer of a start-up private retail energy company in the US and has also worked in management consulting with Deloitte Consulting. He has a degree in engineering from Brunel University in London and an MBA from the Wharton School of the University of Pennsylvania. With more than 25 years of experience in the energy sector, EVgo believes Mr. Khan is well suited to serve on the Board.